News & Analysis as of

Investors Securities and Exchange Commission (SEC) Disclosure

Morrison & Foerster LLP

Recent Enforcement Action Serves as Reminder of SEC’s Active Enforcement of Tender Offer Rules

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of...more

Alston & Bird

SEC Orders Investment Adviser to Pay for Inadequate Disclosure of Fees from Clearing Broker

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Our Investment Funds Group examines why the Securities and Exchange Commission penalized a registered investment adviser for inadequate disclosure of fees it received....more

Troutman Pepper

PCAOB's NOCLAR Proposal in the Hot Seat

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On March 6, the Public Company Accounting Oversight Board (PCAOB) held a virtual roundtable to discuss its June 6, 2023 proposed rule: Amendments to PCAOB Auditing Standards Related to a Company’s Non-Compliance with Laws and...more

Fenwick & West LLP

Cybersecurity Disclosure is Under the SEC Spotlight: Is Your Company Ready?

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Cyber incidents are among the fastest-growing existential threats to publicly traded companies. More than a technical headache, breaches can materially impact your bottom line—and the mere news of an incident can send stocks...more

Faegre Drinker Biddle & Reath LLP

The SEC’s 2024 Examination Priorities: Impact on IRAs and Retirement Plans

The SEC Division of Examinations recently released its 2024 Examination Priorities (2024-exam-priorities.pdf (sec.gov)). While the Priorities cover a range issues, this article focuses on the Priorities that could impact...more

Troutman Pepper

PCAOB Proposes Massive Expansion of the Auditor's Role

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On June 3, the Public Company Accounting Oversight Board (PCAOB) proposed sweeping new auditing standards (PCAOB Release No. 2023-003) that would require auditors to consider a company’s noncompliance with laws and...more

Vinson & Elkins LLP

Making Board Disclosure a Peacetime Priority

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Shareholder activism ranks among the toughest tests a company can face. Activists strike often and suddenly, with increasingly sophisticated tactics. A formidable campaign can sink a company’s share price, damage its...more

Fenwick & West LLP

ESG Insights: Silicon Valley’s Largest Public Tech and Life Sciences Companies Stepped Up ESG Reporting Last Year

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Environmental, social and governance (ESG) concerns and how companies respond to them continue to generate scrutiny from a large number of stakeholders. Last year, in our ESG in Silicon Valley: A Look at the ESG Disclosure...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - March 2023

Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for January 2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

Proskauer - Blockchain and the Law

Fraud Claims Against Token Issuer Dismissed Based on Disclosures to Accredited Investor

The organizers of an initial coin offering (ICO) recently won dismissal of an investor’s fraud claims by establishing that their public risk disclosures negated the investor’s claims of reliance on alleged misstatements. The...more

Perkins Coie

New York Cannabis Co. Investor Suit Survives Motion To Dismiss

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The District Court for the Western District of New York denied a motion on January 6, 2023, to dismiss claims alleging that a publicly traded company misled investors regarding an investigation by the U.S. Securities and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2022 Capital Markets and Corporate Governance Regulatory Review

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

Fenwick & West LLP

Pump-and-Dumpers Take Their Lumps: Influencer Liability Catches the Eye of Federal Regulators

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Influencers and their large and impressionable followings have become a valuable marketing tool for brands big and small. However, brands and influencers alike should proceed with caution as regulators continue to scrutinize...more

J.S. Held

Crosscurrents: J.S. Held’s Environmental, Social & Governance Observations

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Environmental, Social and Corporate Governance (“ESG”) data collecting and reporting are among the fastest changing, most highly watched, and most complicated corporate obligations today. Interestingly, in the United States,...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Enforcement and Standardization of Climate-Related Disclosures for Investors/Securities and Exchange Commission Proposed Rule:...

The National Waste & Recycling Association (“NWRA”) submitted comments to the United States Securities and Exchange Commission (“SEC”) addressing its proposed rule titled: Enhancement and Standardization of...more

Foley Hoag LLP - White Collar Law &...

ESG Enforcement Actions Underscore SEC Focus on Public Company and Investment Adviser Disclosure

The formation of SEC Enforcement’s Climate and ESG Task Force last year confirmed that ESG had become one of the agency’s top enforcement priorities, and signaled that an uptick in investigations and enforcement actions...more

Fox Rothschild LLP

SEC Extends Public Comment Period on Proposed Rule for Disclosure of Climate-Related Risks

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The SEC has extended the public comment period regarding its proposed “Enhancement and Standardization of Climate-Related Disclosures for Investors." The new deadline is June 17, 2022....more

Vinson & Elkins LLP

The SEC Closes the Cookie Jar - Recent SEC Enforcement Activity Reaffirms Focus on Improper Earnings Management

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On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more

Troutman Pepper

FINRA Report Highlights New Topics and Emerging Risks for 2022

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On February 9, FINRA published its 2022 Report on FINRA’s Examination and Risk Management Program (2022 Report), an authoritative resource for member firms to evaluate and, where necessary, enhance their compliance programs...more

Bass, Berry & Sims PLC

The Not So Green-Friendly Practice of Greenwashing

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As investors, advisers, corporations and other stakeholders become increasingly focused on environmental, social and governance (ESG) investments and disclosures, regulators are becoming increasingly concerned with potential...more

Perkins Coie

Preparing for the 2022 Public Company Reporting Season

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During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics. In December, Institutional Shareholder Services (ISS) released its...more

White & Case LLP

Q&A: The case for a market-wide approach to sustainable business practices

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Frederick Alexander, Chief Executive Officer and founder of the Shareholder Commons—a nonprofit organization focused on issues and structures for a sustainable, just economy— discusses how systemic changes can help companies...more

Cozen O'Connor

Republican Attorneys General Urge SEC To Refrain From Requiring Additional Climate Change Disclosures

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A group of 16 Republican AGs, led by West Virginia AG Patrick Morrisey, sent a comment letter to the U.S. Securities and Exchange Commission (“SEC”) in response to the SEC’s call for input from the public about updating its...more

Sheppard Mullin Richter & Hampton LLP

Game On: FINRA Hints at Upcoming Gamification Sweep

During a May 19, 2021 webcast at the Financial Industry Regulatory Authority’s (“FINRA”) annual conference, Amy Sochard, FINRA’s Vice President of Advertising Regulation, indicated that the organization will seek public...more

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